**** Appaloosa. In adapting Robert B. Parker's Western novel, director and co-writer Ed Harris takes familiar characters and situations from the genre and gives them a slight twist. He and Viggo Mortensen are first-rate as lawmen hired to clean up a town, with Jeremy Irons as the rancher villain and Renée Zellweger as the pretty widow who's not quite as prim as she initially seems. Extremely well-made and highly entertaining. Adam Nelson of Bourne and Gabriel Morantz, who grew up in Wellfleet, have supporting roles. (R)

**½ The Duchess. The story of Georgiana, Duchess of Devonshire, is a showcase of beauty, from its lush interiors and breathtaking exteriors of London mansions and country manors to its stunning lead actress, Keira Knightley, presented in an array of exquisite 18th-century wigs, hats and dresses. The story, about her frustrations with a loveless marriage of convenience, never comes to life. Ralph Fiennes plays the emotionally distant hubby. (PG-13)

** Eagle Eye. Elements of Kubrick's "2001: A Space Odyssey," Hitchcock's "The Man Who Knew Too Much" and Orwell's "1984" are squeezed into this action thriller that becomes one long, ridiculous chase. It's about two strangers (Shia LaBeouf and Michelle Monaghan) pursued by the FBI after they are enlisted against their will to follow instructions given to them by a mysterious female voice on the telephone. (PG-13)

* Max Payne. Mark Wahlberg plays a cop on the trail of the killer(s) of his wife and infant in this trite, brain-dead action flick. Based on a video game — and it should have stayed one. (PG-13)

** Nick & Nora's Infinite Playlist. The romantic leads, Michael Cera and Kat Dennings, are charming, and the infinite playlist of alt-rock tunes makes for a terrific soundtrack. Too bad the rest of the film — about a wild night on the New York club scene — is so uninspired. You know when a comedy relies so heavily on vomit scenes for laughs it's in trouble. (PG-13)

*** The Secret Life of Bees. In 1964 South Carolina, a 14-year-old girl (Dakota Fanning) escapes from an abusive father (Paul Bettany) and winds up in the home of three bee-keeping sisters (Queen Latifah, Alicia Keys and Sophie Okonedo). A well-acted, good-hearted story about racism and coming of age, based on the novel by Sue Monk Kidd. Also starring Jennifer Hudson. (PG-13)